(iii) conflict with any indenture, mortgage, contract or other
 document which is binding upon it or any of its assets;

 (e) AUTHORIZATION: all authorizations, consents, registrations and
 notifications required under the laws of the State of Utah,
 the State of New York (the place of closing) and the federal
 laws of the United States in connection with the entry into,
 performance, validity and enforceability of, and the
 transactions contemplated by, this Agreement and the other
 Transaction Documents to which it is a party have been (or
 will on or before the Delivery Date have been) obtained or
 effected (as appropriate)

 37


 and are (or will on their being obtained or effected be) in
 full force and effect;

 (f) NO IMMUNITY:

 (i) it is subject to civil commercial law with respect to
 its obligations under this Agreement and the other
 Transaction Documents to which it is a party; and

 (ii) neither it nor any of its assets is entitled to any
 right of immunity and the entry into and performance of
 this Agreement and the other Transaction Documents to
 which it is a party by it constitute private and
 commercial acts;

 (g) TITLE: At the time of Delivery, Lessor shall have good title
 to the Aircraft, free and clear of any Liens;

 (h) NO BROKERS: Lessor has not engaged the services of a broker or
 similar representative agent for the purposes of this
 Agreement and the transactions contemplated herein;

 2.5 REPETITION:

 The representations and warranties in Clause 2.4 will survive the
 execution of this Agreement and will be deemed to be repeated by
 Lessor on the Delivery Date with reference to the facts and
 circumstances then existing.

3. CONDITIONS PRECEDENT

 3.1 CONDITIONS PRECEDENT: